Corporate Governance: Towards Long-Term Sustainability – Banpu Public Company Limited

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Corporate Governance

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	The Company has environmental, health and safety guidelines		YES
	The environmental and workplace safety policy is disclosed		YES
	The Company has a program in place to monitor its policies on corruption and bribery		YES
	The Company has a Code of Conduct Practices and Guidelines		YES
	The Company has a channel to receive CG complaints		YES
	The Company has assigned officers to take responsibility over business ethics		YES


	The Corporate Governance Policy consists of Policy and Practices that respects the shareholders’ rights.		YES
	The Company provides information about shareholders’ meetings and related documents on its website in a timely manner.		YES
	The Company allocates the appropriate amount of time for shareholders’ meetings and encourages shareholders to express their views and raise issues related to the Company.		YES
	Shareholders have the right to propose agenda items for the AGM		YES
	Over 80% of the Board of Directors attend shareholders’ meetings		YES
	Shareholders are allowed to raise a question to sub-committees on relevant matters.		YES


	The Company allows minority shareholders to propose agenda items for the AGM.		YES
	The Board of Directors encourages shareholders to use proxy forms that allow the shareholders to dictate the direction of his votes.		YES
	At least one independent director is nominated to act as a proxy, to assure that there would be at least one director to take action on the shareholders’ behalf with independence in decision-making.		YES
	The Board of Directors allows shareholders to exercise their rights to elect direct directors individually.		YES
	The Board of Directors has devised a written policy on information disclosure and officially announced the policy to everyone within the organization.		YES
	Each director is legally required to report his/her status of securities holdings at the Board of Directors’ meeting.		YES


	The Board of Directors has defined a policy on stakeholders and published the details in the ‘Corporate Governance Policy and Code of Conduct’ handbook.		YES
	The Board of Directors has provided three specific channels where customers, investors, and staff can file their complaints.		YES
	The Company has set out the Sustainable Development Policy to reinforce its standpoint as a good corporate citizen, as well as its commitment to social responsibility, respect for all parties, and ethical practices.		YES


	The Company, at its best endeavor, tries to keep information on its website up-to-date.		YES
	The Report of the Board of Directors’ Responsibility in the Financial Statements is presented together with the audited report of the certified public accountant in the annual report.		YES
	The Board of Directors discloses the roles and responsibilities of committees and sub-committees, the number of meetings, and the number of meetings attended by each director during the past year.		YES
	The Company reveals its policy on the directors and managements’ compensation, which is appropriate for each individual’s roles and responsibilities.		YES


	Number of the Board members		12
	Number of Independent Directors		6
	The Directors’ term of office is clearly stated in the Corporate Governance Policy.		YES
	Chairman of the board is an independent director.		YES
	Chairman of the board is not the same person as the Chief Executive Officer (CEO).		YES
	Chairmen of the Sub-Committees are independent directors.		YES
	The ‘Corporate Governance Policy’ and the ‘Code of Conduct’ Handbooks are approved by the Board of Directors.		YES
	The Board of Directors’ performance is evaluated every year.		YES
	The CEO regularly reports the succession plan to the Board of Directors.		YES
	The Sub-Committees’ performance is reported on an annual basis.		YES
	Nomination of the Company Secretary is approved by the Board of Directors.		YES
	Chairman of the Board is not the chairman or a member of any Sub-Committee.		YES
	Independent Directors convene without any intervention by executive directors.		YES
	The CEO is required to report activities under the Company’s management development program on an annual basis. The report together with the Company’s succession plan will be considered by the Board.		YES
	The management is required to provide newly appointed directors with necessary information documents – including those related to the company’s business and its direction.		YES


	The Company has environmental, health and safety guidelines		YES
	The environmental and workplace safety policy is disclosed		YES
	The Company has a program in place to monitor its policies on corruption and bribery		YES
	The Company has a Code of Conduct Practices and Guidelines		YES
	The Company has a channel to receive CG complaints		YES
	The Company has assigned officers to take responsibility over business ethics		YES